DEF 14A 1 def14a.htm DEF 14A skyw_Current folio_def14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.           )

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a‑12

 

 

 

 

 

SkyWest, Inc.


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

 

 

Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.

 

(1)

Title of each class of securities to which transaction applies:
  

 

(2)

Aggregate number of securities to which transaction applies:
  

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  

 

(4)

Proposed maximum aggregate value of transaction:
  

 

(5)

Total fee paid:
  

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:
   

 

(2)

Form, Schedule or Registration Statement No.:
   

 

(3)

Filing Party:
   

 

(4)

Date Filed:
  

 

 

 

SkyWest, Inc.

444 South River Road   ●   St. George, UT 84790

March 13, 2020

Dear Shareholder:

You are invited to attend the Annual Meeting of Shareholders of SkyWest, Inc. scheduled to be held at 10:00 a.m., Mountain Daylight Time on Tuesday, May 5, 2020, at our headquarters located at 444 South River Road, St. George, Utah 84790.

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the items to be considered and acted upon by shareholders.

Your vote is very important. Whether you plan to attend the Annual Meeting or not, we urge you to vote your shares as soon as possible. This will ensure representation of your shares at the Annual Meeting if you are unable to attend.

We are pleased to make these proxy materials available over the Internet, which we believe increases the efficiency and reduces the expense of our annual meeting process. As a result, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of these proxy materials and our 2019 Annual Report. The Notice contains instructions on how to access those documents over the Internet or request that a full set of printed materials be sent to you. The Notice also gives instructions on how to vote your shares.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Picture 1

Jerry C. Atkin

Board Chair

SkyWest, Inc.

444 South River Road   ●   St. George, UT 84790

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

OF SKYWEST, INC.

Date:

Tuesday, May 5, 2020

Time:

10:00 a.m., Mountain Daylight Time (MDT)

Place:

SkyWest, Inc. Headquarters
444 South River Road
St. George, Utah 84790

 

Purposes:

1.

To elect ten directors of SkyWest, Inc. (the “Company”), to serve until the next Annual Meeting of the Company’s shareholders and until their successors are duly elected and qualified;

 

2.

 

To conduct a vote, on an advisory basis, on the compensation of the Company’s named executive officers;

 

3.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and

 

4.

To transact such other business that may properly come before the Annual Meeting and any adjournment thereof.

 

Who Can Vote:

Shareholders at the close of business on March 4, 2020.

How You Can Vote:

Shareholders may vote at the Annual Meeting, or in advance over the Internet, by telephone, or by mail.

 

By authorization of the Board of Directors,

Picture 2

Jerry C. Atkin

Board Chair

March 13, 2020

Proxy Statement for the

Annual Meeting of Shareholders of

SKYWEST, INC.

To Be Held on Tuesday, May 5, 2020

TABLE OF CONTENTS

 

 

 

    

Page

Overview

 

1

Proposal 1—Election of Directors

 

5

Executive Officers

 

11

Corporate Governance

 

12

Meetings and Committees of the Board

 

17

Compensation Discussion and Analysis

 

22

Compensation Committee Report

 

35

Executive Compensation

 

36

Director Compensation

 

46

Director Summary Compensation Table

 

47

Certain Relationships and Related Transactions

 

48

Security Ownership of Certain Beneficial Owners

 

49

Proposal 2—Advisory Vote on Named Executive Compensation

 

51

Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm

 

52

Fees Paid to Independent Registered Public Accounting Firm

 

53

Report of the Audit Committee

 

54

Delinquent Section 16(a) Reports

 

56

Shareholder Proposals for the 2021 Annual Meeting of Shareholders

 

56

Delivery of Documents to Shareholders Sharing an Address

 

57

Other Business

 

57

 

 

 

PROXY STATEMENT

FOR THE

ANNUAL MEETING OF SHAREHOLDERS

OF

SKYWEST, INC.

TUESDAY, MAY 5, 2020

OVERVIEW

Solicitation

This Proxy Statement, the accompanying Notice of Annual Meeting, proxy card and the Annual Report to Shareholders of SkyWest, Inc. (the “Company” or “SkyWest”) are being mailed on or about March 26, 2020. The Board of Directors of the Company (the “Board”) is soliciting your proxy to vote your shares at the Annual Meeting of the Company’s Shareholders to be held on May 5, 2020 (the “Meeting”). The Board is soliciting your proxy in an effort to give all shareholders of record the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides information to assist you in voting your shares.

What is a proxy?

A proxy is your legal designation of another person to vote on your behalf. You are giving the individuals appointed by the Board as proxies (Jerry C. Atkin, Russell A. Childs and Robert J. Simmons) the authority to vote your shares in the manner you indicate.

Why did I receive more than one notice?

You may receive multiple notices if you hold your shares in different ways (e.g., joint tenancy, trusts, or custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in “street name”), you will receive your notice or other voting information from your broker. In any case, you should vote for each notice you receive.

Voting Information

Who is qualified to vote?

You are qualified to receive notice of and to vote at the Meeting if you owned shares of common stock of SkyWest (the “Common Stock”) at the close of business on the record date of Wednesday, March 4, 2020.

How many shares of Common Stock may vote at the Meeting?

As of March 4, 2020, there were 50,257,387 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented at the Meeting.

What is the difference between a “shareholder of record” and a “street name” holder?

If your shares are registered directly in your name with Zions First National Bank, the Company’s transfer agent, you are a “shareholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

1

How can I vote at the Meeting?

You may vote in person by attending the Meeting. You may also vote in advance over the Internet, or by telephone, or you may request a complete set of traditional proxy materials and vote your proxy by mail. To vote your proxy using the Internet or telephone, see the instructions on the proxy form and have the proxy form available when you access the Internet website or place your telephone call. To vote your proxy by mail, mark your vote on the enclosed proxy card, then follow the instructions on the card.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

 

Proposal 1—FOR the election of all ten nominees for director.

 

Proposal 2—FOR the non‑binding resolution to approve the compensation of the Company’s named executive officers.

 

Proposal 3—FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

What are my choices when voting?

 

 

Proposal 1—You may cast your vote in favor of up to ten individual director‑nominees. You may vote for less than ten director‑nominees if you choose. You may also abstain from voting.

 

Proposals 2 and 3—You may cast your vote in favor of, or against, each proposal. You may also abstain from voting.

 

How will my shares be voted if I do not specify how they should be voted?

If you execute the enclosed proxy card without indicating how you want your shares to be voted, the proxies appointed by the Board will vote as recommended by the Board and described previously in this section.

Similarly, shares represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining whether a quorum exists. A broker non-vote occurs when a broker, bank or other financial institution holding shares in street name for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for a particular proposal. Under the rules of various national and regional securities exchanges, the organization that holds your shares in street name has discretionary authority to vote only on routine matters and cannot vote on non-routine matters. The only proposal at the meeting that is considered a routine matter under applicable rules is the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. Therefore, unless you provide voting instructions to the broker, bank or other financial institution holding shares on your behalf, they will not have discretionary authority to vote your shares on any of the other proposals described in this proxy statement. Please vote your proxy or provide voting instructions to the broker, bank or other financial institution holding your shares so your vote on the other proposals will be counted.

2

What is the quorum requirement for the Annual Meeting?

Under Utah law and the Company’s Bylaws, the holders of a majority of the votes entitled to be cast on the matter constitutes a quorum. Therefore, the holders of a majority of the Common Stock issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, constitute a quorum for the transaction of business at the Meeting. If you submit a properly executed proxy via the Internet or by telephone or mail, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Meeting for the purpose of determining a quorum. Broker non-votes will also be counted as present for the purpose of determining the presence of a quorum at the Meeting. The inspectors of election will determine whether a quorum is present and will tabulate the votes cast at the Meeting.

What vote will be required to approve each proposal?

Proposal 1 provides that, assuming a quorum is present at the Meeting, the ten director‑nominees who receive a majority of the votes cast with respect to his or her election will be elected as directors of the Company. This means that the number of shares voted “for” the election of a director must exceed the number of shares voted “against” the election of that director.

Proposals 2 and 3 will be approved if, assuming a quorum is present at the Meeting, the number of votes cast, in person or by proxy, in favor of a particular proposal exceeds the number of votes cast in opposition to the proposal. Proposal 2 is an advisory vote only, and has no binding effect on the Board or the Company.

How will withheld votes, abstentions and broker non‑votes be treated?

Withheld votes, abstentions and broker non‑votes will be deemed as “present” at the Meeting and will be counted for quorum purposes only. Withheld votes, abstentions and broker non-votes, if any, will not count as a vote cast as to any director-nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast. For purposes of the votes on Proposals No. 2 and No. 3, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the votes on such proposals.

Can I change my vote?

You may revoke your proxy before the time of voting at the Meeting in any of the following ways:

·

by mailing a revised proxy card to the Chief Financial Officer of the Company;

·

by changing your vote on the Internet website;

·

by using the telephone voting procedures; or

·

by voting in person at the Meeting.

Who will count the votes?

Representatives from Zions First National Bank, the Company’s transfer agent, or other individuals designated by the Board, will count the votes and serve as inspectors of election. The inspectors of election will be present at the Meeting.

3

Who will pay the cost of this proxy solicitation?

The Company will pay the costs of soliciting proxies. Upon request, the Company will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Common Stock.

Is this Proxy Statement the only way proxies are being solicited for use at the Meeting?

Yes. The Company does not intend to employ any other methods of solicitation.

How are proxy materials being delivered?

The Company is pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, the Company is mailing to most of its shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this Proxy Statement and the Company’s 2019 Annual Report to Shareholders. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of the Company’s proxy materials, including this Proxy Statement, the 2019 Annual Report to Shareholders and a form of proxy card or voting instruction card. All shareholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. The Company believes this process will allow it to provide its shareholders with the information they need in a more efficient manner, while reducing the environmental impact and lowering the costs of printing and distributing these proxy materials.

4

PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of ten directors. All directors serve a one‑year term and are subject to re‑election each year. The terms of all of the Company’s current directors expire at the Meeting. At the Meeting, the Company proposes to elect the ten current directors to hold office until the 2021 Annual Meeting of Shareholders and until their successors have been elected and have qualified. The ten nominees for election at the Meeting are listed below.

·

Jerry C. Atkin, Chair

·

W. Steve Albrecht

·

Russell A. Childs

·

Henry J. Eyring

·

Meredith S. Madden

·

Ronald J. Mittelstaedt

·

Andrew C. Roberts

·

Keith E. Smith

·

Steven F. Udvar‑Hazy

·

James L. Welch

The Board Recommends That Shareholders Vote FOR All Ten Director Nominees.

All of the nominees are currently serving as a director of the Company and have consented to be named as a nominee. Shareholders voting in person or by proxy at the Meeting may only vote for ten nominees. If, prior to the Meeting, any of the nominees becomes unable to serve as a director, the Board may designate a substitute nominee. In that event, the persons named as proxies intend to vote for the substitute nominee designated by the Board.

The Board and the Nominating and Corporate Governance Committee believe that each of the following nominees possesses the experience and qualifications that directors of the Company should possess, as described in detail below, and that the experience and qualifications of each nominee compliments the experience and qualifications of the other nominees. The experience and qualifications of each nominee, including information regarding the specific experience, qualifications, attributes and skills that led the Board and its Nominating and Corporate Governance Committee to conclude that he or she should serve as a director of the Company at the present time, in light of the Company’s business and structure, are set forth on the following pages.

5

Jerry C. Atkin

 

 

 

Age: 71

Director Since: 1974

Committees: None

 

Principal Occupation: Board Chair

 

Experience: Mr. Atkin joined the Company in July 1974 as the Company’s Director of Finance. In 1975, he assumed the office of President and Chief Executive Officer (“CEO”) and was elected Board Chair in 1991. Mr. Atkin served as President of the Company until 2011 and as CEO until December 31, 2015.

 

The Board nominated Mr. Atkin to serve as a director, in part, because of his deep knowledge and understanding of the Company, the regional airline industry as well as having served as the Company’s CEO for more than 40 years. Mr. Atkin performs an extremely valuable role as the Board Chair, providing critical leadership and direction to the Board’s activities and deliberations. The Board also believes his values and integrity are tremendous assets to the Company and its shareholders.

 

Other Directorships: Mr. Atkin currently serves as a director of Zions Bancorporation, a regional bank holding company based in Salt Lake City, Utah (“Zions”).

 

 

W. Steve Albrecht

 

 

 

Age: 73

Director Since: 2012 (Also served as a director of the Company from 2003-2009)

Committees: Chair of the Audit Committee; Member of the Nominating and Corporate Governance Committee; Audit Committee Financial Expert

 

Principal Occupation: Emeritus Professor at Brigham Young University

 

Experience: Mr. Albrecht, a certified public accountant, certified internal auditor, and certified fraud examiner, joined the faculty of Brigham Young University in 1977, after teaching at the University of Illinois and Stanford University. At Brigham Young University, he served as director of the School of Accountancy from 1990 to 1999, and as associate dean of the Marriott School from 1999 to 2008. He served as the President of the Japan Tokyo Mission of The Church of Jesus Christ of Latter day Saints from July 2009 to July 2012. Mr. Albrecht has also served as the President of the American Accounting Association, the Association of Certified Fraud Examiners and Beta Alpha Psi, an international honor organization for accounting, finance and information systems students. He has also served as a member of the Committee of Sponsoring Organizations of the Treadway Commission (COSO); the Financial Accounting Standards Advisory Committee, an advisory committee to the Financial Accounting Standards Board (the “FASB”); and the Financial Accounting Foundation that oversees the FASB and the Governmental Accounting Standards Board. Mr. Albrecht has consulted with many major corporations and other organizations and has been an expert witness in over 38 major financial statement fraud cases, including some of the largest cases in U.S. history.

 

The Board recognizes Mr. Albrecht’s valuable contribution as a director of the Company from 2003 through 2009 and since his re-election in 2012, including his service as the Chair of the Audit Committee. The Board nominated Mr. Albrecht because of his exceptional academic and professional record, his achievements, awards and other forms of recognition in the accounting profession, his extensive training in accounting practices and fraud detection, and his outstanding past service on the Board.

 

Other Directorships: Mr. Albrecht currently serves as a director of and Board Chair for Cypress Semiconductor Corporation.

 

6

Russell A. Childs

 

 

 

Age: 52

Director Since: 2016

Committees: None

 

Principal Occupation: CEO and President of the Company and its operating subsidiary, SkyWest Airlines, Inc. (“SkyWest Airlines”)

 

Experience: Mr. Childs was named CEO of the Company effective January 1, 2016, and has served as President of the Company since 2014. He is responsible for the holding company’s operating entities and all commercial activities. He joined the Company in 2001 and became Vice President – Controller later that year. He served as the President and Chief Operating Officer of SkyWest Airlines from 2007 to 2014. Mr. Childs earned his bachelor's degree in Economics and master's degree in Accounting from Brigham Young University. Prior to joining the Company, Mr. Childs was a certified public accountant employed by a public accounting firm.

 

The Board nominated Mr. Childs, among other reasons, because it recognizes Mr. Childs’ critical role in delivering value to all Company stakeholders, as well as noting the importance of the Company's CEO serving on the Board, as he is the one closest to the Company's day-to-day operations and is able to communicate the Board’s expectations, advice and encouragement to the Company’s approximately 14,000 employees.

 

Other Directorships: Mr. Childs currently serves as a Chair of the Salt Lake City Branch of the Federal Reserve Bank of San Francisco and is the Chair of the NextGen Advisory Committee of the Federal Aviation Administration (FAA).

 

 

Henry J. Eyring

 

 

 

Age: 56

Director Since: 2006 (Also served as a director of the Company from 1995-2003)

Committees: Member of the Compensation Committee; Member of the Audit Committee

 

Principal Occupation: President at Brigham Young University Idaho

Experience: Mr. Eyring was appointed President of Brigham Young University-Idaho in April 2017. Prior to that, he served in various positions of administration at Brigham Young University-Idaho from 2006 to April 2017, including Academic Vice President. Mr. Eyring was the Director of the Masters of Business Administration Program at Brigham Young University from 1998 to 2002. From 2002 to 2003, he was a special partner with Peterson Capital, a private equity investment firm before serving as president of the Japan Tokyo North Mission of The Church of Jesus Christ of Latter day Saints from 2003 to 2006.

 

The Board recognizes the strong business and strategic consulting experience Mr. Eyring contributes to the Board’s direction of the Company. In addition to the recent experience summarized above, Mr. Eyring was previously engaged with the Monitor Company, an internationally recognized management consulting firm. Mr. Eyring is a sound strategic thinker who possesses the ability to apply his academic thought and studies to the practical day-to-day challenges of the Company’s operations. The Board believes that his thoughtful application of business and legal principles makes him a valuable contributor to the Board.

 

7

Meredith S. Madden

 

 

 

Age: 46

Director Since: 2015

Committees: Member of the Compensation Committee; Member of the Safety & Compliance Committee

 

Principal Occupation: CEO of NORDAM Group, Inc. (“NORDAM”).

 

Experience: Mrs. Madden was appointed CEO of NORDAM in 2011. Headquartered in Tulsa, Oklahoma, NORDAM is one of the world’s premier family-owned aerospace providers of composites and engineered solutions. Prior to becoming the CEO, she was vice president of NORDAM’s Repair Group; vice president of Global Sales and Marketing; and vice president of NORDAM International. Since joining NORDAM in 1999, Mrs. Madden has been based in Tulsa, and has spent considerable time at NORDAM’s facilities in the United Kingdom and Singapore. Mrs. Madden has played a key role in transforming NORDAM into the global aerospace entity it is today.

 

The Board nominated Mrs. Madden, in part, because of her expertise and strategic insights related to aircraft maintenance vendor planning. Additionally, Mrs. Madden has extensive expertise working with international maintenance service providers.

 

 

Ronald J. Mittelstaedt

 

 

 

Age: 56

Director Since: 2013

Committees: Member of the Compensation Committee; Member of the Nominating & Corporate Governance Committee; Member of the Safety & Compliance Committee

 

Principal Occupation: Board Executive Chair of Waste Connections, Inc. (“Waste Connections”)

 

Experience: Mr. Mittelstaedt has served as the Executive Chair of Waste Connections, a company he founded in 1998, since July of 2019, and he previously served as its Chair and CEO from 1997 to July of 2019. Under Mr. Mittelstaedt’s leadership, Waste Connections has become the second largest company in the North American solid waste and recycling industry, employing more than 17,000 people nationwide, and is traded on the New York Stock Exchange. Mr. Mittelstaedt also established the RDM Positive Impact Foundation in 2004 to improve the lives of underprivileged and at-risk children. Prior to his career in waste management, he spent three years in the air freight industry. Mr. Mittelstaedt holds a bachelor’s degree in Business Economics from the University of California – Santa Barbara.

 

The Board nominated Mr. Mittelstaedt, in part, because of his expertise in making large capital equipment decisions, extensive experience working with diverse employee and other groups in various geographic regions and a history of developing an organizational culture of strong work ethics. Mr. Mittelstaedt also contributes to the Board his insight as an experienced CEO of a publicly traded company, which the Board has found valuable in its deliberations.

 

Other Directorships: Mr. Mittelstaedt currently serves as the Board Chair for Waste Connections.

 

8

Andrew C. Roberts

 

 

 

Age: 59

Director Since: 2015

Committees: Chair of the Safety & Compliance Committee; Member of the Audit Committee

Principal Occupation: Chair, STS Aviation Group, LLC

Experience: Since January 2019, Mr. Roberts has served as the Chair of STS Aviation Group LLC, a diversified aviation product and services provider, and holds a board position at Continental Aerospace Technologies., a subsidiary and the principal operating entity of AVIC International Holding (HK) Ltd. (0232.HK) since November 2015, a manufacturer of propulsion units for General Aviation. Mr. Roberts also, has held a board position at Dart Aerospace since March 2019, a manufacturer of helicopter accessories and other aviation products.

 

Mr. Roberts was the Executive Chair of Ryan Herco Flow Solutions,  a national distributor of high purity fluid conveyance and control products, from 2015 to 2018. Additionally, he served as CEO, President and Board Member at Align Aerospace, a global distributor of products to the aerospace and aviation industries, from January 2014 to September 2015; and CEO & President of Permaswage Holding SA, a designer and manufacturer of fluid fitting products, from 2009 to 2014. He has experience in the management and operation of major and regional airlines, including Northwest Airlines from 1997 to 2008, where he served in multiple executive positions. From 2000 until 2008 he served as Chair of Aeroxchange Ltd. Mr. Roberts holds a bachelor of science degree (with Honors) in Engineering from the University of Birmingham and a post graduate diploma in Engineering from Coventry University.


The Board nominated Mr. Roberts, in part, due to his extensive background in the aviation maintenance and overhaul industry, as well as his commercial airline executive leadership. Mr. Roberts' education and professional training in the fields of engineering and aerospace manufacturing have allowed him to make valuable contributions to the Board in assessing the Company's technical operations. 

 

 

 

Keith E. Smith

 

 

 

Age: 59

Director Since: 2013

Committees: Chair of the Compensation Committee; Member of the Audit Committee

Principal Occupation: President and CEO of Boyd Gaming Corporation (“Boyd Gaming”)

Experience: Mr. Smith is President, CEO and a director of Boyd Gaming, one of the nation’s leading casino entertainment companies, with 29 operations in ten states and more than 25,000 employees. Mr. Smith is an industry veteran with more than 33 years of gaming experience. He joined Boyd Gaming in 1990 and held various executive positions before being promoted to Chief Operating Officer in 2001. In 2005, Mr. Smith was named President and elected as a director of Boyd Gaming and in 2008 he assumed the role of CEO. The common stock of Boyd Gaming is traded on the New York Stock Exchange.

 

Mr. Smith holds a bachelor’s degree in Accounting from Arizona State University. He served as Chair of the Los Angeles Branch of the Federal Reserve Bank of San Francisco from 2012 to 2014. He served as Chair of the American Gaming Association and the Nevada Resort Association. He served as Vice Chair of the Las Vegas Convention and Visitors Authority from 2005 to 2011.

 

The Board recognizes Mr. Smith’s diverse experience in investing in, financing, and managing capital assets and real properties in various geographic regions. Mr. Smith also has extensive experience in leading and directing a large group of diverse employees. Mr. Smith’s accounting training and experience and his service as Chair of the Los Angeles Branch of the Federal Reserve Bank of San Francisco also enable him to provide valuable service as the Chair of the Compensation Committee and to the Audit Committee.

Other Directorships: Mr. Smith is a director of Boyd Gaming.

 

9

Steven F. Udvar-Hazy

 

 

 

 

Age: 74

Director Since: 1986

Committees: Lead Independent Director; Chair of the Nominating & Corporate Governance Committee; Member of the Compensation Committee

Principal Occupation: Board Executive Chair of Air Lease Corporation

Experience: Mr. Udvar-Hazy has been engaged in aircraft leasing and financing for more than 47 years and has served as the Board Executive Chair of Air Lease Corporation since July 2016, and as Chair and CEO of Air Lease Corporation from its launch in February 2010. Prior to his current engagement with Air Lease Corporation, which leases and finances commercial jet aircraft worldwide, Mr. Udvar-Hazy founded and served as the Board Chair and CEO of International Lease Finance Corporation, which leases and finances commercial jet aircraft.

 

Mr. Udvar-Hazy is recognized as one of the leading experts in the aviation industry, and contributes to the Board the wisdom and insight he has accumulated through a lengthy, distinguished career in aviation, aircraft leasing and finance. The Company has benefitted greatly from his position in the aviation industry, including introductions to his vast industry contacts and networking opportunities. In addition to his extensive industry experience, Mr. Udvar-Hazy is extremely knowledgeable of the Company’s operations and opportunities, having served as a director of the Company for more than 35 years.

 

The Board believes that Mr. Udvar-Hazy’s even temperament and ability to encourage discussion, together with his experience as CEO and director of other successful organizations in the airline industry, make him an effective Lead Independent Director.

 

Other Directorships: Mr. Udvar-Hazy is Board Executive Chair of Air Lease Corporation.

 

 

James L. Welch

 

 

 

Age: 65

Director Since: 2007

Committees: Member of the Audit Committee; Member of the Nominating & Corporate Governance Committee; Member of the Safety & Compliance Committee

Principal Occupation: Retired CEO of YRC Worldwide Inc. (“YRC Worldwide”)

Experience: From July 2011 until his retirement in July 2018, Mr. Welch served as the CEO of YRC Worldwide, a provider of global, national and regional ground transportation services. From 2008 to July 2011, Mr. Welch served as the President and CEO of Dynamex, Inc., a provider of same-day transportation and logistics services in the United States and Canada. During 2007 and 2008, he served as Interim CEO of JHT Holdings, a holding company of multiple enterprises engaged in automotive transport and management services. From 2000 to 2007, Mr. Welch served as the President and CEO of Yellow Transportation, an international transportation services provider.

 

Mr. Welch has over 37 years of senior executive experience in the transportation sector, including extensive experience working with organized labor groups and labor unions. His insights have been particularly valuable to the Board as the Company has addressed labor and related issues arising in the operation of SkyWest Airlines. Mr. Welch also contributes to the Board valuable practical experience in the operation of a large enterprise, as well as the perspective of a successful entrepreneur.

Other Directorships: Mr. Welch serves as a director for Schneider, Inc.

 

 

10

EXECUTIVE OFFICERS

In addition to Russell A. Childs, the CEO and President of the Company, whose biographical information is set forth above, the following individuals served as executive officers of the Company or its operating subsidiaries during 2019.

Robert J. Simmons

 

Age: 57Title: Chief Financial Officer

 

Mr. Simmons is the Chief Financial Officer of the Company and its operating subsidiary, SkyWest Airlines. He is responsible for the areas of finance, accounting, treasury and investor relations for the Company and its subsidiaries.

 

From 2009 until his appointment as SkyWest’s Chief Financial Officer in March 2015, Mr. Simmons served as a Partner with Bendigo Partners, LLC. (“Bendigo Partners”), a privately held firm focused on technology-based financial services as private equity investors and operational consultants. In his role with Bendigo Partners, he was responsible for portfolio management. He previously served as Chief Financial Officer as well as Corporate Treasurer for E*TRADE Financial Corporation. He has more than 30 years of finance and treasury experience in various leadership positions at companies including Oracle, Iomega, and Bank of America.

Mr. Simmons holds a master’s degree in business administration, with an emphasis in finance from the Kellogg Graduate School of Management at Northwestern University, and graduated magna cum laude with a bachelor’s degree in international business from Brigham Young University. 

Wade J. Steel

Age: 44Title: Chief Commercial Officer

Mr. Steel is the Chief Commercial Officer of the Company and its operating subsidiary, SkyWest Airlines. He is responsible for the Company’s contractual relationships with American Airlines, Inc. (“American”), Delta Air Lines, Inc. (“Delta”), United Airlines, Inc. (“United”) and Alaska Airlines, Inc. (“Alaska”), development of new business opportunities with network airlines, fleet management and information technology. He also plays a vital role in the strategic planning and development opportunities of the Company.

Mr. Steel was initially employed with the Company in March 2007 as Director of Financial Planning and Analysis and was appointed to serve as Vice President – Controller for SkyWest Airlines in 2011. From May 2014 until his appointment as Chief Commercial Officer of the Company in March 2015, he served as the Executive Vice President and acting Chief Financial Officer of the Company, with responsibility for the areas of finance, treasury, investor relations and information technology for the Company and its subsidiaries. Prior to joining the Company, Mr. Steel was employed by a public accounting firm.

Mr. Steel holds bachelor’s and master’s degrees in accounting from Brigham Young University and is a member of the American Institute of Certified Public Accountants.

Michael B. Thompson

 

Age: 44Title: Chief Operating Officer

 

Mr. Thompson is the Chief Operating Officer of SkyWest Airlines. He is responsible for oversight of all aspects of SkyWest Airlines’ operations, including safety, quality, flight operations, maintenance and customer service. He also oversees SkyWest Airline’s operational relationships with American, Delta, United and Alaska.

 

11

Mr. Thompson was initially employed with the Company in April 2001 as Operations Analyst and was later named Director of Market Planning. In 2007 he was named Vice President of Market Development of SkyWest Airlines, in which position he served until May 2014, when he was appointed to serve as Chief Operating Officer of SkyWest Airlines.

 

Mr. Thompson holds a bachelor’s degree in manufacturing engineering and a master’s degree in both mechanical engineering and business administration from Brigham Young University.

Eric J. Woodward

Age: 48Title: Chief Accounting Officer

Mr. Woodward is the Chief Accounting Officer of the Company and its operating subsidiary, SkyWest Airlines. He is responsible for the oversight of the Company’s financial accounting practices, internal controls and reporting to the Securities and Exchange Commission.

Mr. Woodward was employed in various other capacities with the Company from April 2004 until April 2007 and served as the Company’s Vice President – Controller from April 2007 until May 2011, when he was appointed to serve as Chief Accounting Officer of the Company. He is a certified public accountant and was employed by a public accounting firm prior to joining the Company.

Mr. Woodward holds a bachelor’s and master’s degree in accounting from the University of Utah, and is a member of the American Institute of Certified Public Accountants and Utah Association of Certified Public Accountants.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines and periodically reviews and ratifies those guidelines, including most recently on February 4, 2020. The Corporate Governance Guidelines can be accessed at the Company’s website, inc.skywest.com. The Corporate Governance Guidelines supplement the Company’s Bylaws and the charters of the Board’s committees. Excerpts from the principal sections of the Company’s Corporate Governance Guidelines are noted below.

Director Independence

At a minimum, the Board will have a majority of directors who meet the criteria for independence as required by The Nasdaq Global Select Market.

Director Qualifications

Criteria for Membership

The Company’s Nominating and Corporate Governance Committee is responsible for annually reviewing with the Board the desired skills and characteristics of directors, as well as the composition of the Board as a whole.

Terms and Limitations

All directors currently stand for election each year. The Board does not believe it should establish a limit on the number of times that a director may stand for election.

12

Retirement

Directors are required to submit their resignation from the Board when their term expires upon reaching the age of 75 years old. The Board will accept the resignation unless the Nominating and Corporate Governance Committee recommends otherwise. Directors generally will not be nominated for election following their 75th birthday.

Ownership of Company Stock

Directors are required to own shares of Common Stock having a value equal to at least five times the cash component of their annual base compensation.

Director Responsibilities

General Responsibilities

The basic responsibility of directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders.

Oversight of Management

The Board is responsible for encouraging the Company’s management to effectively implement policies and strategies developed by the Board, and to provide dynamic leadership of the Company.

Board Meetings and Materials

Frequency of Meetings

The Board has four regularly scheduled in person meetings per year. As determined necessary by the Board and in order to address the Company’s needs, special meetings of the Board, including telephonic meetings, are convened from time to time.

Meeting Responsibilities

Absent extraordinary circumstances, directors of the Company should attend all Board meetings, meetings of the committee(s) on which they serve and shareholder meetings. The Board Chair is responsible for establishing the agenda for each Board meeting. Each director is free to suggest the inclusion of items on the agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting.

Executive Sessions of Independent Directors

The Company’s independent directors meet in executive session regularly, generally quarterly. The independent directors may either choose one director annually to serve as the Lead Independent Director and to preside at all executive sessions or establish a procedure by which a Lead Independent Director will be selected. The independent directors of the Company have chosen Mr. Udvar‑Hazy to serve as the Lead Independent Director.

Director Compensation

The form and amount of director compensation is determined by the Board based on general principles established on the Nominating and Corporate Governance Committee’s recommendation. These principles are in accordance with the policies and principles set forth in the Nominating and Corporate Governance Committee’s charter

13

and are intended to be consistent with rules established by The Nasdaq Global Select Market, including those relating to director independence and to compensation of Audit Committee members.

CEO Evaluation and Management Succession

The Nominating and Corporate Governance Committee conducts an annual review to assess the performance of the Company’s CEO. The Nominating and Corporate Governance Committee communicates the results of its review to the other directors in a meeting that is not attended by the CEO. The directors of the Company, excluding the CEO, review the Nominating and Corporate Governance Committee’s report to assess the CEO’s leadership in the long and short‑term, as well as the Company’s long‑term succession plans.

Annual Evaluations

The Board conducts an annual evaluation to determine if the Board and its committees are functioning effectively. The Nominating and Corporate Governance Committee solicits comments from all of the Company’s directors and reports annually to the Board with an assessment of the Board’s performance. Each of the Board’s standing committees conducts an annual evaluation to assess the performance of the applicable committee.

Review and Access to Guidelines

The Nominating and Corporate Governance Committee reviews the Company’s Corporate Governance Guidelines at least annually, then, as it deems appropriate, recommends amendments to the Board.

Board Leadership Structure and Director Independence

Although the Board does not have a formal policy as to whether the roles of Board Chair and CEO should be combined or separated, from 1991 until January 2016, Jerry C. Atkin served as both Board Chair and CEO of the Company. In January 2016, the Board appointed Russell A. Childs to serve as the CEO of the Company, which resulted in the separation of the roles of Board Chair and CEO. Currently, Mr. Atkin serves as Board Chair and Mr. Childs serves as the CEO. The Board believes that such separation allows Mr. Childs to focus his time and energy on managing the Company’s business on a day-to-day basis, while also leveraging Mr. Atkin’s background with the Company, perspective and vast experience in the aviation industry as he devotes his time and attention to matters of Board oversight. Accordingly, the Board has determined that the Company’s Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company, and the unique skills and experience of each of Mr. Atkin and Mr. Childs.

The Company is committed to independent Board oversight. Pursuant to the Company’s Corporate Governance Guidelines, all of the Company’s directors (other than Messrs. Atkin and Childs) meet the standards of independence applicable to the Company, and the Board has designated Steven F. Udvar-Hazy as Lead Independent Director. As Lead Independent Director, Mr. Udvar-Hazy is empowered to prepare agendas for and conduct meetings of the non-management directors, communicate with the Board Chair, disseminate information to the Board, and raise issues with management on behalf of the independent directors when appropriate. The Board’s independent oversight function is enhanced by the fact that the Audit, Compensation, Nominating and Corporate Governance and Safety and Compliance Committees are comprised entirely of independent directors.

The Board believes no single leadership model is right for all companies at all times. The Board recognizes that, depending on the circumstances, other leadership models may be appropriate. The independent directors and the Nominating and Corporate Governance Committee regularly review the Company’s leadership structure and, depending on the Company’s needs and the available resources, the Board may modify the Company’s existing leadership structure. 

14

Communications with the Board

Shareholders and other interested parties may communicate with one or more directors or the non‑management directors as a group in writing by regular mail. The following address may be used by those who wish to send such communications by regular mail:

Board of Directors or Name of Individual Director(s)

 

c/o Chief Financial Officer

 

SkyWest, Inc.

 

444 South River Road

 

St. George, UT 84790

 

 

Code of Ethics

The Company has adopted a Code of Ethics for Directors and Senior Executive Officers (the “Code of Ethics”), which is available on the Company’s website, inc.skywest.com. The Code of Ethics includes the following principles related to the Company’s directors and executive officers:

·

Act ethically with honesty and integrity;

·

Promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission and other public communications;

·

Comply in all material respects with laws, rules and regulations of governments and their agencies;

·

Comply in all material respects with the listing standards of the stock exchange where the shares of Common Stock are traded;

·

Respect the confidentiality of information acquired in the course of performing work for the Company, except when authorized or otherwise legally obligated to disclose the information;

·

Do not use confidential information of the Company for personal advantage or for the benefit of acquaintances, friends or relatives; and

·

In order to avoid the appearance that any Company employee is trading on inside information, not engage in speculative trading such as short sales or trade in puts, calls, or other options on the Company’s or its affiliates’ stock, and not purchase or use, directly or indirectly, financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities.

A copy of the Code of Ethics is posted to the Company’s website at inc.skywest.com. Copies of the Code of Ethics will be provided to any shareholder upon written request to Robert J. Simmons, Chief Financial Officer of the Company, 444 South River Road, St. George, Utah 84790, Telephone: (435) 634-3200. The Company will promptly disclose any waivers of, or amendments to, certain provisions of the Code of Ethics on its website.

Corporate Sustainability

We understand the importance of ensuring the satisfaction and security of our customers, employees, investors and other stakeholders through an unwavering commitment to corporate integrity, no matter the environment. We also believe good governance is a source of competitive advantage. Our Board of Directors, which is responsible for the control and direction of the Company and governed by a Code of Ethics, represents and is accountable to our

15

shareholders. Our corporate governance policies are designed both for compliance and to drive effective use of the collective skills and experience of our directors, officers and employees for ethical, responsible, and superior performance. In addition to our overall dedication to ethical and accountable business practices, our corporate sustainability efforts include the areas of environmental and social sustainability. We take social and environmental responsibility and sustainability seriously.

Environmental Sustainability

As the largest regional airline in the United States, we remain committed to lowering our environmental footprint while continuing to offer the best service to our customers and the communities we serve. Through the use of software and training, we heavily monitor and manage our fuel trends and fuel consumption which leads to better fuel conservation and reductions in emissions. When possible, we try to mitigate the use of fuel, including by taxiing with the use of a single engine, taking steps to improve the efficiency of aircraft routing and using ground power when the plane is parked at the gate. We participate with our major airline partners in recycling programs, and we have implemented recycling initiatives in our facilities to reduce the amount of paper, plastic and other recyclables going to landfills. We have worked aggressively to reduce our reliance on paper manuals and have converted, or are in the process of converting, our manuals and our maintenance logs into electronic form, further eliminating unnecessary waste while increasing efficiencies.

Social Sustainability

We are a dedicated people-first organization, providing various avenues to enhance the quality of life for our customers, employees and communities. We know that if we take good care of our employees, they will take good care of our customers, which will result in value returned to our shareholders. We maintain an employee scholarship program, which awards annual scholarships to employees and their family members to help them in their pursuits of higher education. We are committed to creating a diverse and inclusive workforce, empowering professional growth and development and investing in our employees’ health, emotional and financial wellness. Additionally, we are dedicated to protecting our customers by providing employee training programs focused on, among other topics, safety, fuel conservation, diversity, and procedures for identifying and reporting human trafficking. We continue to seek to increase diversity in the workplace, including by participating in and sponsoring several recruitment and industry events. During 2019, such events included those organized by such organizations as Women in Aviation, Girls in Aviation, National Gay Pilots Association, Organization of Black Aerospace Professionals, Military Organizations, among others. 

Policies Against Hedging and Pledging of Company Stock

Pursuant to the Company’s Code of Ethics, in order to avoid the appearance that any Company employee is trading on inside information, Company officers and directors are prohibited from engaging in speculative trading such as short sales or trading in puts, calls, or other options on our stock or the stock of our affiliates, and are likewise prohibited from purchasing or using, directly or indirectly, financial instruments that are designed to hedge or offset any decrease in the market value of our securities.

In addition, the Company’s insider trading policy expressly prohibits all directors, officers and employees from purchasing or using, directly or indirectly, financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities. Pledging the Company’s securities as collateral to secure loans is also prohibited.

Risk Oversight

The Board and its committees are involved in overseeing risk associated with the Company and its operations. The Board and the Audit Committee monitor the Company’s credit risk, liquidity risk, regulatory risk, operational risk

16

and enterprise risk by regular reviews with management and internal and external auditors and other advisors. In its periodic meetings with the internal auditors and the Company’s independent accountants, the Audit Committee discusses the scope and plan for the internal audit and includes management in its review of accounting and financial controls, assessment of business risks, legal and ethical compliance programs and related-party transactions. The Board and the Nominating and Corporate Governance Committee monitor the Company’s governance and succession risk by regular review with management and outside advisors. The Board and the Compensation Committee monitor CEO succession and the Company’s compensation policies and related risks by regular reviews with management and the Compensation Committee’s outside advisors. The Board and the Safety and Compliance Committee monitor management’s administration of airline flight operations safety and compliance with safety regulations.

Whistleblower Hotline

The Company has established a whistleblower hotline that enables employees, customers, suppliers and shareholders of the Company and its subsidiaries, as well as other interested parties, to submit confidential and anonymous reports of suspected or actual violations of the Code of Ethics.

 

MEETINGS AND COMMITTEES OF THE BOARD

The Board

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board, committee and shareholders' meetings. The Board met four times during 2019.  All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which he or she served during the year ended December 31, 2019, as well as the Company's Annual Meeting of Shareholders held on May 7, 2019.  

Committees of the Board

The Board has four standing committees to facilitate and assist the Board in the execution of its responsibilities: (1) Audit, (2) Compensation, (3) Nominating and Corporate Governance and (4) Safety and Compliance. The Board may, from time to time, establish or maintain additional committees as the Board deems necessary or appropriate. All the standing committees are comprised solely of non‑employee, independent directors under the rules of the Securities and Exchange Commission and The Nasdaq Global Select Market listing standards. Each committee acts under a written charter setting forth its responsibilities and duties. Charters for each committee are available on the Company’s website, inc.skywest.com,  and are also available in print, free of charge, upon request. Requests for a printed copy of any committee charter should be submitted to Eric J. Woodward, Chief Accounting Officer of the Company, at 444 South River Road, St. George, Utah 84790.

The table below shows current membership for each of the standing Board committees:

 

 

 

 

 

 

 

 

 

    

 

    

Nominating & Corporate

    

 

 

Audit

 

Compensation

 

Governance

 

Safety and Compliance

 

W. Steve Albrecht*

 

Keith E. Smith*

 

Steven F. Udvar-Hazy*

 

Andrew C. Roberts*

 

Henry J. Eyring

 

Henry J. Eyring

 

W. Steve Albrecht

 

Meredith S. Madden

 

Andrew C. Roberts

 

Meredith S. Madden

 

Ronald J. Mittelstaedt

 

Ronald J. Mittelstaedt

 

Keith E. Smith

 

Ronald J. Mittelstaedt

 

James L. Welch

 

James L. Welch

 

James L. Welch

 

Steven F. Udvar-Hazy

 

 

 

 

 


*Committee Chair

17

Audit Committee

The Audit Committee has five members and met eight times during the year ended December 31, 2019. The Board has determined that Mr. W. Steve Albrecht, Chair of the Audit Committee, is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee’s responsibilities, which are discussed in further detail in its charter, include the responsibility to:

·

Establish and implement policies and procedures for review and approval of the appointment, compensation and termination of the independent registered public accounting firm;

·

Review and discuss with management and the independent registered public accounting firm the audited financial statements of the Company and the Company’s financial disclosure practices;

·

Pre‑approve all audit and permissible non‑audit fees;

·

Provide oversight of the Company’s internal auditors;

·

Hold meetings and executive sessions periodically with the Company’s independent registered public accounting firm, the Company’s internal auditors and management to review and monitor the adequacy and effectiveness of the Company’s financial reporting, internal controls and risk assessment and compliance with Company policies;

·

Review the Company’s consolidated financial statements and related disclosures;

·

Review with management and the Company’s independent registered public accounting firm and approve disclosure controls and procedures and accounting principles and practices; and

·

Perform other functions or duties deemed appropriate by the Board.

Additional information regarding the Audit Committee’s processes and procedures is addressed below under the heading “Report of the Audit Committee.”

Compensation Committee

The Compensation Committee has five members and met three times during the year ended December 31, 2019. The Compensation Committee’s responsibilities, which are discussed in detail in its charter, include the responsibility to:

·

In consultation with the Company’s senior management, establish the Company’s general compensation philosophy and oversee the development and implementation of the Company’s compensation programs;

·

Recommend to the Board the base salary, incentive compensation and any other compensation for the Company’s CEO and review and approve the CEO’s recommendations for the compensation of all other officers of the Company;

·

Administer the Company’s incentive and stock‑based compensation plans, and discharge the duties imposed on the Compensation Committee by the terms of those plans;

18

·

Review and approve any severance or termination payments proposed to be made to any current or former officer of the Company;

·

Prepare and issue the report of the Compensation Committee required by the rules of the Securities and Exchange Commission; and

·

Perform other functions or duties deemed appropriate by the Board.

Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed below under the Heading “Compensation Discussion and Analysis.” The report of the Compensation Committee is set forth on page 35 of this Proxy Statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee has four members and met twice during the year ended December 31, 2019. The Nominating and Corporate Governance Committee’s responsibilities, which are discussed in detail in its charter, include the responsibility to:

·

Develop qualifications and criteria for selecting and evaluating directors and nominees;

·

Consider and propose director nominees;

·

Make recommendations to the Board regarding Board compensation;

·

Make recommendations to the Board regarding Board committee memberships;

·

Develop and recommend to the Board corporate governance guidelines;

·

Facilitate an annual assessment of the performance of the Board and each of its standing committees;

·

Consider the independence of each director and nominee for director; and

·

Perform other functions or duties deemed appropriate by the Board.

Safety and Compliance Committee

The Safety and Compliance Committee has four members and met once during the year ended December 31, 2019. The responsibilities of the Safety and Compliance Committee, which are discussed in detail in its charter, include the responsibility to:

·

Review and make recommendations to the Board addressing airline flight operations, safety and compliance with safety regulations;

·

Periodically review with the Company’s management, and such advisors as the Safety and Compliance Committee deems appropriate, aspects of flight operations, safety and compliance with safety regulations; and

·

Monitor and provide input with respect to management’s efforts to create and maintain a safety culture within the Company’s operations.

19

Nomination Process

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted shareholder recommendations for candidates to serve as directors of the Company. In evaluating those recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria described below. Any shareholder wishing to recommend a candidate for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as a director. This information should be addressed to Jerry C. Atkin, Board Chair of the Company, 444 South River Road, St. George, Utah 84790.

As contemplated by the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board at least annually. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Nominating and Corporate Governance Committee, as different factors may assume greater or lesser significance at particular times and the needs of the Board may vary in light of its composition and the Nominating and Corporate Governance Committee’s perceptions about future issues and needs. Among the factors the Nominating and Corporate Governance Committee considers, which are outlined in the Corporate Governance Guidelines, are independence, diversity, age, skills, integrity and moral responsibility, policy‑making experience, ability to work constructively with the Company’s management and directors, capacity to evaluate strategy and reach sound conclusions, availability of time and awareness of the social, political and economic environment.

In addition, board diversity is considered broadly, not merely with regard to race, gender, or national origin, but also with regard to general background, geographical location, and other factors. The Board believes that ethnic, gender and cultural diversity among its members provides value and is important. In considering a potential new candidate, the Board considers whether the candidate would increase the Board’s ethnic, gender or cultural diversity. The consideration of diversity permeates all discussions of the Nominating and Corporate Governance Committee. Additionally on an annual basis, as part of the Board’s self-evaluation process, the Board assesses whether the mix and diversity of board members is appropriate. 

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating director nominees. The Nominating and Corporate Governance Committee assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through various means, including current directors, professional search firms, shareholder recommendations or other referrals. Candidates are evaluated at meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. All director‑nominee recommendations which are properly submitted to the Nominating and Corporate Governance Committee are aggregated and considered by the Nominating and Corporate Governance Committee at a meeting prior to the issuance of the proxy statement for the next annual meeting of shareholders. Any materials provided by a shareholder in connection with the recommendation of a director candidate are forwarded to the Nominating and Corporate Governance Committee, which considers the recommended candidate in light of the director qualifications discussed above. The Nominating and Corporate Governance Committee also reviews materials provided by professional search firms, if applicable, or other parties in connection with a candidate who is not proposed by a shareholder. In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board. The Nominating and Corporate Governance Committee has, on occasion, engaged professional search firms to assist in identifying qualified candidates for Board service. When such firms have been engaged, the Nominating and Corporate Governance Committee has utilized their services principally for the purpose of identifying and screening potential candidates and conducting background research; however, the members of the Nominating and Corporate Governance Committee, as well as other

20

directors of the Company, have conducted interviews with prospective candidates and have performed other functions in completing the nomination process.

Compensation Committee Interlocks and Insider Participation

Keith E. Smith, Henry J. Eyring, Meredith S. Madden, Ronald J. Mittelstaedt and Steven F. Udvar-Hazy served as members of the Compensation Committee during the year ended December 31, 2019. None of the individuals who served on the Compensation Committee during the year ended December 31, 2019 was an officer or employee of the Company in 2019 or any time prior thereto. None of the members of the Compensation Committee during the year ended December 31, 2019 had any relationship with the Company requiring disclosure under Item 404 of Regulation S‑K promulgated under the Exchange Act. None of the executive officers of the Company served as a member of the Compensation Committee or of any similar committee of any other company whose executive officer(s) served as a director of the Company.

21

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis provides information regarding the Company’s executive compensation objectives, principles, practices and decisions as they relate to the following named executive officers of the Company (the “Named Executives”) for 2019:

·

Russell A. Childs, CEO and President of the Company and its operating subsidiary, SkyWest Airlines (the "Chief Executive");

·

Robert J. Simmons, Chief Financial Officer of the Company and its operating subsidiary, SkyWest Airlines;

·

Wade J. Steel, Chief Commercial Officer of the Company and its operating subsidiary, SkyWest Airlines;

·

Michael B. Thompson, Chief Operating Officer of SkyWest Airlines;

·

Eric J. Woodward, Chief Accounting Officer of the Company and its operating subsidiary, SkyWest Airlines; and

·

Terry M. Vais, former Chief Operating Officer of ExpressJet Airlines, Inc. (“ExpressJet”)

Mr. Vais separated from the Company on February 12, 2019. Mr. Vais was not granted any equity grants or cash incentives for his 2019 services. As a result, he is only included in the compensation discussion and analysis sections below to the extent applicable.

This compensation discussion and analysis provides narrative perspective to the tables and disclosure in the tables following this section.

Compensation Objectives and Principles

The overall objective of the Company’s executive compensation programs is to create long‑term value for the Company’s shareholders by attracting and retaining talented executives that effectively manage the Company in a manner that is consistent with the long‑term interest of shareholders.

Accordingly, the executive compensation program incorporates the following principles:

·

The overall compensation package should encourage long‑term focus and shareholder value creation;

·

A significant amount of total compensation should be incentive based, and should correlate rewards with the Company’s financial performance, as well as the achievement of operational objectives;

·

Compensation should be competitive with other airlines in order to attract and retain talented executives;

·

Compensation should be based upon individual responsibility, leadership ability and experience; and

·

Compensation should not encourage the taking of undue risk that could cause material harm to the Company.

22

All of the Named Executives’ total annual target compensation for 2019 was set below the median for total annual target compensation in our peer group, as further described below.

Current Year Accomplishments

SkyWest made great strides operationally and structurally in 2019, positioning itself for changes in the industry and future profitability by adding new aircraft with improved economics under Mr. Childs’ leadership.

The Company’s income before income taxes under generally accepted accounting principles in the United States (“GAAP”) improved to $446 million in 2019, from $366 million in 2018. GAAP operating income improved to $512 million in 2019, from $474 million in 2018. These improvements reflected above-median performance against our compensation peer group. The improvements in 2019 were driven, in part, by the following accomplishments:

·

The continued improvement in aircraft fleet mix can be summarized as follows:

o

Took delivery of ten new Embraer dual-class regional jet ("E175") aircraft and seven new CRJ900 aircraft under flying contracts that we believe will improve our profitability; and

o

Sold ExpressJet in January 2019, which removed 100 ERJ145 aircraft from service.

·

The Company secured a multi-year flying contract extension on 38 CRJ700 aircraft with American.

 

·

The Company secured a flying agreement with Delta for six used E175 aircraft that were operated a regional airline transitioning out of Delta Connection.

 

·

The Company secured an agreement to lease 29 CRJ700 aircraft to a third-party for a ten-year term.

 

·

The Company purchased 56 CRJ aircraft through early lease buyouts reducing the aircraft ownership cost and eliminating lease return cost obligations; and

·

The Company’s net income was $340 million, or $6.62 per diluted share for the 2019 year, compared to net income of $280 million, or $5.30 per diluted share for the 2018 year. The Company’s adjusted net income for the 2019 year was $321 million, or $6.25 per diluted share, excluding the gain on the sale of ExpressJet and other special items recorded in 2019 (see Appendix A to the Proxy Statement for  a reconciliation of Non-GAAP financial measures).

These accomplishments not only improved the Company’s performance in 2019, but the Board believes the fleet and contract improvements position the Company well for the future.

Role of the Compensation Committee.  The Compensation Committee has responsibility for establishing and monitoring the executive compensation programs and for making decisions regarding executive compensation. The Chief Executive regularly attends the Compensation Committee meetings, and the Compensation Committee also meets regularly in executive sessions. The Chief Executive is not present for deliberations by the Compensation Committee regarding his compensation. The Compensation Committee recommends the Chief Executive’s compensation to the Board, which then reviews and approves the Committee’s recommendation, unless the Committee is required to approve such compensation under applicable law. The Compensation Committee also considers the recommendations of the Chief Executive with respect to compensation of the other Named Executives, and after reviewing such recommendations, determines their compensation. The Compensation Committee also monitors, administers and approves awards under the various incentive compensation plans for all levels within the Company, including awards under the Company’s annual cash incentive plan and 2019 Long‑Term Incentive Plan (the “2019 Plan”). As permitted by

23

the 2019 Plan, the Compensation Committee has delegated its authority to the Chief Executive to approve interim awards under the 2019 Plan to non-executives on a limited basis between meetings of the Compensation Committee.

Role of Consultants.  During 2018 and 2019, the Company and the Compensation Committee received advice from Frederic W. Cook & Co., Inc. (“F.W. Cook”) with respect to executive compensation practices within the airline and related transportation and logistics industries using data from the peer group listed below. The Company and the Compensation Committee retained F.W. Cook to advise on the amounts and forms of compensation awarded to Named Executives in 2018 and 2019. After conducting an evaluation using the factors established by the Securities and Exchange Commission and The Nasdaq Global Select Market, the Compensation Committee determined that F.W. Cook is independent and that there is no conflict of interest resulting from the engagement of F.W. Cook during 2019. The Compensation Committee has sole authority to hire and fire external compensation consultants. 

Industry Compensation Data.  The Compensation Committee evaluates data regarding the executive compensation programs of other air carriers, as well as other transportation and logistics companies, in order to determine the competitiveness of the Company’s executive compensation programs. The Compensation Committee performed such a review in November 2018 and again in November 2019, which included a review of the executive compensation levels and practices at peer companies where SkyWest approximates the median in enterprise value and market capitalization. The peer companies used in the November 2018 review for purposes of setting 2019 executive compensation were: Air Canada Inc., Alaska Air Group, Inc., Allegiant Travel Company, Atlas Air Worldwide Holdings, Inc., Genesee & Wyoming Inc., Hawaiian Holdings, Inc., Hub Group, Inc., J.B. Hunt Transport Services, Inc., JetBlue Airways Corporation, Kansas City Southern, Old Dominion Freight Line, Inc., Spirit Airlines, Inc., Werner Enterprises, Inc., WestJet Airlines Ltd., XPO Logistics, Inc. and YRC Worldwide Inc. The peer group was modified in November 2019 to remove XPO Logistics, Inc. because it was too large based on the metrics for selection, and it was replaced with Mesa Air Group, Inc., which the Compensation Committee determined was a relevant contract air carrier.

The Compensation Committee had the 2018 peer group data available when 2019 Named Executive compensation decisions were made at the start of the year and it had the 2019 compensation peer group data available when it approved cash incentive payouts for 2019.

Compensation Determination.  The Compensation Committee relies on its judgment in making compensation decisions in addition to reviewing relevant information and results. When setting total compensation for each of the Named Executives, the Compensation Committee reviews tally sheets which show the Named Executive’s current compensation, including base pay, annual cash incentive objectives, long‑term, equity‑based compensation objectives, and deferred compensation retirement funding. The executive compensation procedures and the Compensation Committee assessment process take into account these tally sheets as well as the industry compensation data described above, company performance, the results of the most recent say-on-pay vote, performance expected in the current and upcoming years, and such other factors as the Compensation Committee determines are appropriate. The Compensation Committee has the sole discretion to award compensation and make adjustments to awards based on its review of relevant information and other unusual or non‑recurring items.

The Company does not target specific pay levels and uses the peer company market data for context. The Company’s directors rely upon their judgment in making compensation decisions, after reviewing the factors described above. Competitive compensation paid by other companies is one of the many factors that the Company considers in assessing the reasonableness of compensation and the Company does not attempt to maintain a certain target percentile within a peer group. Nevertheless, the Committee set target total direct compensation below the median of similar positions in the peer group.

The Company strives to achieve an appropriate mix between long-term equity incentive awards and cash payments in order to meet its objectives. The Company’s mix of compensation elements is designed to reward recent

24

results, align compensation with shareholder interests and fairly compensate executives through a combination of cash and equity incentive awards.

Compensation Committee Consideration of Shareholder Advisory Vote. At the Company’s Annual Meeting of Shareholders held in May 2019, the Company submitted the compensation of its named executive officers to the Company’s shareholders in a non‑binding vote. The Company’s executive compensation program received the support of more than 97% of votes cast. The Compensation Committee considered the results of the 2019 vote and views the outcome as evidence of positive shareholder support of its executive compensation decisions and policies.

The Compensation Committee continued to refine the Company’s executive compensation program for 2019 in an effort to better align the compensation packages of the Named Executives with the executive compensation programs of other regional carriers and major airlines. The Compensation Committee will continue to review the peer group data and future shareholder voting results, including the voting results with respect to “Proposal 2—Advisory Vote on Named Executive Compensation” described in this Proxy Statement, and determine whether to make any changes to the Company’s executive compensation program in light of such data and voting results.

Elements of Compensation

The Company’s executive compensation objectives and principles are implemented through the use of the following principal elements of compensation, each discussed more fully below:

·

Salary

·

Annual Cash Incentive

·

Long‑Term Incentive Awards

·

Retirement and Other Benefits

The compensation components for each Named Executive for 2019 are more fully described in the following paragraphs.

Salary.  Salary is provided with the objective of paying for the underlying role and responsibility associated with the Named Executive’s position, which the Compensation Committee believes allows the Company to attract and retain qualified executives. The Named Executives’ salaries are set at levels that the Compensation Committee believes are generally competitive with the compensation paid to officers in similar positions at other airlines. Salary adjustments are considered annually and influenced by growth of the Company’s operations, individual performance, changes in responsibility, changes in cost of living, and other factors. Mr. Childs was provided a $40,000 increase to his base salary for 2019 over his 2018 base salary. Mr. Simmons was provided a $10,000 increase to his base salary for 2019 over his respective 2018 base salary. Mr. Steel was provided a $20,000 increase to his base salary for 2019 over his respective 2018 base salary. Mr. Thompson was provided a $5,000 increase to his base salary for 2019 over his respective 2018 base salary. Mr. Woodward was provided a $6,000 increase to his base salary for 2019 over his respective 2018 base salary. The salaries of the Named Executives are set forth in the Summary Compensation Table immediately following this section. The salaries of all Named Executives in 2019 were below the median salary level of similar positions in our peer group.

Annual Cash Incentive.  In an effort to encourage achievement of the Company’s objectives, an annual performance‑based cash incentive plan is maintained for the Named Executives. The combination of salary and annual cash incentives is intended to result in a cash compensation package for each Named Executive that, when performance objectives are met, falls within competitive market standards as determined by the Compensation Committee based on its

25

review of the peer group company data, as well as its understanding of other regional and major air carrier executive compensation programs. The review of market data in November 2019 showed that the 2019 total cash opportunity of the Named Executives, consisting of salary plus target cash incentive, and was below the median for all Named Executives when compared to the peer group competitive market data. 

The purpose of the annual cash incentive program is to reward the Named Executives with an annual cash incentive in an amount that correlates (i) in part, to one or more financial objectives achieved for the year; and (ii) in part, to the achievement of one or more specific operational objectives during the year. The 2019 annual target incentive opportunity was 110% of salary for Mr. Childs, 80% of salary for Messrs. Simmons, Steel and Thompson and 60% of salary for Mr. Woodward, and their potential annual incentive was allocated by the Compensation Committee for the Named Executives between the applicable financial and operational objectives. The differing percentages for the Named Executives are due to differing entity level responsibilities.

2019 Corporate Performance Objectives.  For 2019 annual incentive determination purposes, the Compensation Committee determined that pre-tax earnings would be the financial objective and that controllable completion and controllable on time departures would be the operational objectives. These are viewed as value drivers for shareholders that are also in the control of the executive team through their financial and operating decisions and leadership. In the case of Messrs. Childs, Simmons, Steel and Woodward, the applicable pre-tax earnings objective and controllable completion objective were based on the pre-tax earnings and controllable completion of the entire Company. This is because they are corporate level executives with Company-wide responsibility and accountability. Mr. Thompson’s pre-tax earnings objective, controllable completion objective and controllable on time departure objective were set solely based on the SkyWest Airlines operating segment, since this is his area of responsibility and accountability.

·

2019 Financial Objective. In setting the 2019 pre-tax earnings objective, the Compensation Committee considered both the planned 2019 budget, as well as the level of pre-tax earnings that would reflect strong performance and generate shareholder value. The pre-tax earnings objective was set to encourage continued focus on profitability and to facilitate the exchange of best practices between the Company’s operating subsidiaries. The earnings goal was set above the median of trailing four quarter peer group earnings available at the time. 

 

·

2019 Operational Objective. A portion of the Named Executives’ annual cash incentives is based on achievement of operating objectives established at the start of the year. The Compensation Committee believes the use of operating objectives allows for consideration of operating execution and achievements that may not be reflected by corporate financial performance. For 2019, the Compensation Committee determined that the operational objectives would be tied to both controllable completion and controllable on time departures. Controllable completion is the percentage of completed scheduled flights over which SkyWest Airlines had control, excluding cancelled flights due to uncontrollable factors such as weather. Controllable on time departures is the percentage of flights departing the gate at or before scheduled departure time over which SkyWest Airlines had control, excluding delayed flights due to uncontrollable factors such as weather.

The Compensation Committee established threshold, target and maximum objectives for each of the financial and operational objectives. At threshold performance achievement, the Named Executives were able to earn 50% of their target annual incentive, while the maximum performance allowed by the Named Executives to earn 200% of their target annual incentive.

At year‑end, the Compensation Committee reviewed the actual pre-tax earnings and operating performance for the year and determined the extent to which the applicable objectives were met. The actual amount of the cash incentive

26

payment for each Named Executive is determined by the Compensation Committee based on the Company’s and/or SkyWest Airlines’ achievement of the foregoing objectives and the actual cash incentives paid for 2019 were based on the pre-established 2019 cash incentive formula, without application of discretion.

The table below includes the “threshold,” “target” and “maximum” objectives assigned by the Compensation Committee for the corporate performance measures for 2019 and the 2019 performance relative to those objectives for the Named Executives (dollars in millions).

62.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Annual Cash Incentive Objectives

 

 

 

Interpolated

 

 

 

Weighted

 

 

 

Threshold

    

Target

    

Maximum

    

Achieved

    

Payout

    

Weight

 

Payout

 

SkyWest, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax Earnings ($ millions)

 

$

362 

 

$

402 

 

$

442 

 

$

405.6 

 

109.0

70.0 

%

76.3

%

Operating Objective - Controllable completion

 

 

99.6 

%  

 

99.8 

%  

 

99.9 

%

 

99.87

%

170.0

20.0 

%

34.0

%

Operating Objective – Controllable departures

 

 

75.0 

%  

 

80.0 

%  

 

85.0 

%

 

79.85

%

97.0

10.0 

%

9.7

%

Total Annual Cash Incentive Results

(% of Target)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

120.0

%

SkyWest Airlines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax Earnings ($ millions)

 

$

270 

 

$

300 

 

$

330 

 

$

271.0

 

51.8

70.0 

%

36.3

%

Operating Objective - Controllable completion

 

 

99.6 

%  

 

99.8 

%  

 

99.9 

%

 

99.87

%

170.0

20.0 

%

34.0

%

Operating Objective - Controllable departures

 

 

75.0 

%  

 

80.0 

%  

 

85.0 

%

 

79.85

%

97.0

10.0 

%

9.7

%

Total Annual Cash Incentive Results

(% of Target)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

80.0

%

 

The Company’s achieved pre-tax earnings of $405.6 million for purposes of the 2019 annual incentive plan payouts included certain adjustments to GAAP pre-tax earnings, including items relating to the sale of ExpressJet, write-off of aircraft manufacturer parts credit, and other income items not included in the target setting process. The Compensation Committee believes these adjustments to GAAP pre-tax earnings lead to continued focus on long-term profitability and incentivize Named Executives to make beneficial long-term business decisions and will enhance the Company’s long-term financial performance and ability to respond to its major airline partners’ future needs.

If the Company’s pre-tax earnings or operating objective achieved results were between two achievement levels, “threshold,” “target” and “maximum”, the earned achievement was determined by linear interpolation between the applicable achievement levels.

The corresponding annual cash incentive payments earned for each Named Executive based on performance during the year ended December 31, 2019, are set forth below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

Target

 

 

Target

 

Annual

 

 

Total

 

Annual

 

 

Annual

 

Cash

 

 

Annual

 

Cash

 

 

Cash

 

Incentive

 

 

Cash

 

Incentive

 

 

Incentive

 

Results

 

 

Incentive

 

(% of Salary)

    

 

($)

 

(% of Target)

    

 

Results ($)

Russell A. Childs

110.0 

%  

 

$

550,000 

    

120.0 

 

$

660,000 

Robert J. Simmons

80.0 

%  

 

$

276,000 

 

120.0 

 

$

331,200 

Wade J. Steel

80.0 

%  

 

$

268,000 

 

120.0 

 

$

321,600 

Michael B. Thompson

80.0 

%  

 

$

200,000 

 

80.0 

 

$

160,000 

Eric J. Woodward

60.0 

%  

 

$

126,600 

 

120.0 

 

$

151,920 

 

27

Amount of 2019 Performance‑Based Annual Cash Incentive.  The total annual performance‑based cash incentive amounts earned by the Named Executives for 2019 are included in the amounts shown in the Summary Compensation Table below under the caption heading “Non‑Equity Incentive Plan Compensation.”

Long‑Term Incentive Awards.  The Company grants discretionary long‑term incentive awards, in the form of restricted stock units and performance shares to the Named Executives annually.

Long‑term incentive awards are made to encourage the Named Executives to continue their engagement with the Company throughout the vesting periods of the awards and to align management and shareholder interests. In making awards to the Named Executives, the grant size and the appropriate mix of equity‑based awards are considered. The Compensation Committee generally grants long‑term incentive awards at its first meeting of each year. Long‑term incentive awards generally vest only if the Named Executive remains employed by the Company for three years from the date of grant. The three‑year cliff‑vesting schedule for time-based restricted stock unit awards is to assist with retaining Named Executives and to encourage the Named Executives to focus on the Company’s long‑term performance. Equity incentive awards granted during 2019, accelerate vesting under certain circumstances, as described in the section Potential Payments upon Termination or Change in Control.

Amount and allocation of grant—For 2019, the total annual targeted long‑term incentive grant value was $2,200,000 for Mr. Childs, $775,000 for Mr. Simmons, $775,000 for Mr. Steel, $650,000 for Mr. Thompson and $248,000 for Mr. Woodward. The Compensation Committee established these annual targeted amounts to provide a competitive target total compensation when combined with the salary and target bonus that was above the 25th percentile but below the median. The equity award is to ensure that a material portion of each Named Executive’s compensation was based on continuing long‑term service and correlated to the creation of shareholder value. Each Named Executive’s 2019 long‑term incentive award was allocated among the two types of long‑term incentive awards as follows: restricted stock units and performance shares. The target value of 2019 equity compensation was generally below the median of the 2019 peer data reviewed by the Compensation Committee for all Named Executive Officer positions.

Restricted stock unit and performance share grants in 2019 were made pursuant to the Company’s 2010 Plan, as shown in greater detail below and in the table labeled “Grants of Plan Based Awards.”

The following table summarizes the number and nature of long‑term incentive awards granted to the Named Executives by the Company in 2019.

 

 

Time Vesting Awards

 

Performance Vesting Awards

 

    

Number of Restricted Stock Units

    

“Target” Performance Shares (1)

Russell A. Childs

 

18,163

 

27,245

Robert J. Simmons

 

6,398

 

9,598

Wade J. Steel

 

6,398

 

9,598

Michael B. Thompson

 

5,366

 

8,050

Eric J. Woodward

 

2,047

 

3,071


(1)

Number of performance shares if 100% of target is achieved, although the threshold earnout is 50% of target and the maximum earnout is 200% of target.

Restricted Stock Units—The Company granted restricted stock units to the Named Executives in 2019 under the 2010 Long‑Term Incentive Plan (the “2010 Plan”). Restricted stock units comprised 40% of each Named Executive's 2019 long‑term incentive compensation. The restricted stock units awarded to a Named Executive entitle the Named Executive to receive a designated number of shares of Common Stock upon completion of a three‑year vesting period, measured from the date of grant. Until the vesting date, the shares underlying the restricted stock units are not issued and outstanding. Accordingly, the Named Executive is not entitled to vote or receive dividends on the shares underlying his

28

restricted stock units unless and until those restricted stock units vest. The purpose of the restricted stock unit component is to support continued employment through volatile economic and stock market conditions, to manage dilution overhang, and to align officers’ interests with maintaining shareholder value already created as well as future value creation. The Compensation Committee believes this approach mitigates the incentive for Named Executives to take unnecessary risks and helps retain the Named Executives’ expertise through continued employment.

Performance Shares.

2019-2021 Performance Share Awards.  The remaining component of each Named Executive’s 2019 annual long‑term incentive compensation was performance shares payable in Common Stock under the 2010 Plan. Performance share value comprised 60% of each Named Executive's 2019 long-term incentive compensation (target performance share value is stock price at grant multiplied by the shares earned if the objectives are achieved). The purpose of the performance share awards is to reward achievement of the three-year financial plan, which the Company believes will also support shareholder value achievement. Under each Named Executive’s performance shares award, a number of performance shares will vest upon completion of a three-year performance period from the date of the grant (subject to the Named Executive’s continued employment through the last day of the performance period), based on the achievement of certain corporate performance objectives. 

For purposes of the performance share awards granted in 2019, which will be eligible to vest based on corporate performance during the three-year performance period ending December 31, 2021 (the “2019-2021 PSU Awards”), the Compensation Committee set three-year performance share objectives, based on cumulative three-year adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) per share, three-year average return on capital objectives and three-year average controllable completion. Under each Named Executive’s performance share award, the performance shares are eligible to vest (and be settled in shares of Common Stock) upon completion of the three-year performance period (subject to the Named Executive’s continued employment through the last day of the performance period), based on the level of EBITDA per share, adjusted return on invested capital and controllable completion actually attained in aggregate over the 2019 to 2021 calendar years. Until the vesting date, the shares underlying the performance shares are not issued and outstanding. Accordingly, the Named Executive is not entitled to vote or receive dividends on the shares underlying his performance shares unless and until those performance shares vest. For purposes of the 2019-2021 PSU Awards, return on invested capital for any calendar year is defined as the Company's adjusted operating income for such year divided by the Company's average invested capital for such calendar year.

The Compensation Committee’s philosophy for setting performance share targets is to set target awards that reflect the three-year budget (the budget expectation is for a growth rate that is above the median), and maximum targets that will be difficult for the Named Executives to achieve on a consistent basis. For the 2019-2021 PSU Awards, the Compensation Committee established threshold, target and maximum performance levels for each of the three corporate performance objectives, with the actual number of performance shares that will vest to be adjusted in proportion to the extent to which the combined actual results varied from the target levels of performance. The performance shares are allocated 40% to the cumulative three-year EBITDA per share objective, 40% to the three-year average return on invested capital objective and 20% to the three-year average controllable completion in determining the actual awarded performance shares payable in Common Stock. Specifically, a number of performance shares attributable to each objective according to the weightings assigned by the Compensation Committee will be earned ranging from 50% (for threshold performance) to 100% (for target performance) to 200% (for maximum performance), with performance in between such levels determined by linear interpolation. If performance is below the threshold level for one or more of the objectives, no performance shares will be earned with respect to such objective(s).

The corporate objectives for the 2019-2021 PSU Awards for each Named Executive were based on the Company-wide performance, with no individual component or subsidiary-level objectives, in order to encourage teamwork and a collective focus on the creation of long‑term value for the Company’s shareholders. In determining the degree to which the corporate objectives have been attained, the Company’s performance will be adjusted for unusual or non‑recurring items.

29

Actual results for 2019-2021 PSU Awards are measured over the three-year performance period. Therefore, the degree to which performance shares granted in 2019 ultimately earned will not be determined until the conclusion of the 2021 calendar year.

2017-2019 Performance Shares.

For purposes of the performance share awards granted in 2017, which were eligible to vest based on corporate performance during the three-year performance period ending December 31, 2019 (the “2017-2019 PSU Awards”), the Compensation Committee set three-year performance share objectives, based on cumulative three-year adjusted pre-tax earnings and three-year average return on capital objectives. Under each Named Executive’s performance share award, the performance shares are eligible to vest (and be settled in shares of Common Stock) upon completion of a three-year performance period (subject to the Named Executive’s continued employment through the last day of the performance period), based on the level of adjusted pre-tax earnings and adjusted return on invested capital actually attained in aggregate over the 2017 to 2019 calendar years.

 

For the 2017-2019 PSU Awards, the Compensation Committee established threshold, target and maximum performance levels for each of the two corporate performance objectives, with the actual number of performance shares that will vest to be adjusted in proportion to the extent to which the combined actual results varied from the target levels of performance. The performance shares are allocated 60% to the cumulative three-year adjusted pre-tax earnings objective and 40% to the three-year average return on invested capital objective in determining the actual awarded performance shares payable in Common Stock. Specifically, a number of performance shares attributable to each objective according to the weightings assigned by the Compensation Committee were earned ranging from 50% (for threshold performance) to 100% (for target performance) to 200% (for maximum performance), with performance in between such levels determined by linear interpolation. If performance is below the threshold level for one or more of the objectives, no performance shares were earned with respect to such objective(s).

In February 2020, the Compensation Committee determined the Company’s achievement relative to the objectives previously established for the 2017-2019 PSU Awards as follows (see Appendix A to this proxy statement on page 58 for a reconciliation of certain 2019, 2018 and 2017 non-GAAP financial measures used to calculate the achievement levels described below for the most directly comparable financial measures prepared in accordance with GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achieved

 

 

 

Threshold

 

Target

 

Maximum

 

Performance

 

Adjusted Pre-tax Income ($ millions) (1)

    

$

804 

    

$

892 

    

$

981 

    

$

1,076 

 

Average Return on Invested Capital (2)

 

 

13.2 

%  

 

13.7 

%  

 

14.1 

%  

 

15.1 % 

 


(1)

Adjusted pre-tax income for the three-year period ending December 31, 2019 was adjusted in 2019 for special items primarily associated with the sale of ExpressJet and the write-off of non-cash aircraft manufacturer part credits to settle future aircraft lease return obligations.

(2)

Represents the average return on invested capital for 2017, 2018 and 2019 using adjusted net income in 2019 for special items related to the sale of ExpressJet and the write-off of aircraft manufacturer part credits and for the Tax Cuts and Jobs Act benefit in 2017. For purposes of the 2017-2019 PSU Awards, return on invested capital for any calendar year was defined as the Company's adjusted operating income for such year divided by the Company's average invested capital for such calendar year.

As a result of the foregoing, in February 2020, the Named Executives vested in the maximum number of performance shares relative to the 2017-2019 PSU Awards, which was 200% of their target awards: Mr. Childs, 43,564 

30

shares; Mr. Simmons, 21,782 shares; Mr. Steel, 20,106 shares; Mr. Thompson, 15,080 shares; and Mr. Woodward,  7,708 shares.

Long‑Term Incentive Awards for 2020. The Compensation Committee did not make any significant changes for the 2020 long-term incentive awards from that of the 2019 long-term incentive awards.

No Employment and Severance Agreements

The Named Executives do not have employment, severance or change‑in‑control agreements, although the vesting of long-term equity incentive awards may accelerate under certain circumstances, as described below under “Elements of Compensation – Long-Term Incentive Awards.” The Named Executives serve at the will of the Board, which enables the Board to terminate the employment of any Named Executive with discretion as to the terms of any severance. This is consistent with the Company’s performance‑based employment and compensation philosophy. 

Acceleration of Long-Term Incentive Awards.  With respect to long-term incentive awards granted to the Named Executives commencing in 2017, such awards will vest on an accelerated basis under certain circumstances.

Specifically, restricted stock unit awards granted to the Named Executives will vest on an accelerated basis (i) in the event of the Named Executive’s involuntary termination without cause or resignation for good reason, or (ii) in the event of the Named Executive’s death.

Performance share awards granted to the Named Executives will vest on an accelerated basis (i) in the event of the Named Executive’s death prior to a change in control, as to the “target” number of performance shares subject to the award on the date of death and as to any incremental performance shares above “target” based on the Company’s actual performance relative to the corporate performance objectives under such award at the end of the three-year performance period (or, if earlier, a change in control of the Company), (ii) in the event of the Named Executive’s death following a change in control, any “vesting eligible shares” (as described below) will vest upon the date of death, (iii) in the event of the Named Executive’s involuntary termination without cause or resignation for good reason, in each case prior to a change in control, the Named Executive will remain eligible to vest in such number of performance shares as ultimately vest based on the Company’s actual performance relative to the corporate performance objectives under such award at the end of the three-year performance period (or, if earlier, a change in control of the Company), which vesting will be prorated for the portion of the performance period that has elapsed prior to the date of termination, or (iv) in the event of the Named Executive’s involuntary termination without cause or resignation for good reason, in each case following a change in control, any vesting eligible shares will vest upon the date of such termination. For purposes of the performance shares, in the event of a change in control of the Company, the performance shares will be converted into a number of “vesting eligible shares” that will vest at the end of the three-year performance period based on the greater of (i) the “target” number of performance shares subject to the award, or (ii) the number of performance shares that would vest if performance had been measured against the corporate performance objectives as of the date of the change in control.

Retirement and Other Benefits.

The Company and SkyWest Airlines sponsor a 401(k) retirement plan for their eligible employees, including the Named Executives other than Mr. Vais. Prior to the sale of ExpressJet, ExpressJet also maintained a substantially equivalent 401(k) plan for its eligible employees, including Mr. Vais. Both plans are broad based, tax‑qualified retirement plans under which eligible employees, including the Named Executives, may make annual pre‑tax salary reduction contributions subject to the various limits imposed under the Internal Revenue Code of 1986, as amended (the “Code”). The sponsoring employers make matching contributions under the plans on behalf of eligible participants; however, the right of Named Executives and other officers to such matching contributions is limited. The Compensation

31

Committee believes that maintaining the 401(k) retirement plans and providing a means to save for retirement is an essential part of a competitive compensation package necessary to attract and retain talented executives.

The Company also maintains the SkyWest, Inc. 2002 Deferred Compensation Plan, a non‑qualified deferred compensation plan for the benefit of officers and other highly compensated employees. All of the Named Executives other than Mr. Vais participate in the SkyWest, Inc. 2002 Deferred Compensation Plan. Prior to the sale of ExpressJet, ExpressJet also maintained a separate but similar non‑qualified deferred compensation plan, the ExpressJet Executive Deferred Compensation Plan, for its highly compensated management employees, including Mr. Vais. Under both such deferred compensation plans (the “Deferred Compensation Plans”), the employer credits each Named Executive’s account with a discretionary employer contribution equal to 15% of salary and annual cash incentive. These amounts are included in the Summary Compensation Table under the column “All Other Compensation”. Additional information on the Deferred Compensation Plans is found in the section “Non‑Qualified Deferred Compensation for 2018” below. The purpose of the Deferred Compensation Plans is to attract and retain executive talent by assisting with building retirement assets over the course of their career with the Company.

The SkyWest Inc. 2002 Deferred Compensation Plan (but not the ExpressJet Executive Deferred Compensation Plan) also permits eligible executives, including the Named Executives, to elect in advance of each calendar year to defer up to 100% of their cash salary and annual cash incentive compensation for the year. Only Mr. Simmons elected to defer any portion of his salary or annual cash incentive for 2019.

The Company and its subsidiaries do not maintain any defined benefit pension plans for the Named Executives.

Other Benefits.    

In addition to the benefits described above, the Company provides certain other benefits to the Named Executives that the Compensation Committee believes are generally consistent with the benefits provided to senior executives of other airlines. The Compensation Committee believes that those benefits, which are detailed in the footnotes to the Summary Compensation Table applicable to the heading “All Other Compensation” below, are reasonable, competitive and consistent with overall executive compensation objectives. Those benefits consist primarily of employer‑paid premiums on health, dental and eye insurance, a personal automobile allowance, and use of Company owned recreational equipment.

The Company and its subsidiaries also maintain a non‑discriminatory, broad based program under which all full‑time employees and their dependents, including the Named Executives and their dependents, may fly without charge on a space available basis on regularly scheduled flights of aircraft operated by the Company’s operating airline subsidiaries.

The Company has not agreed to provide its Named Executives with any gross‑up or reimbursement for taxes.

Share Ownership Guidelines

The Company maintains ownership guidelines for the Named Executives to encourage the alignment of their interests with the long‑term interests of the Company’s shareholders. Each Named Executive is required to maintain a minimum ownership interest in the Company. The guideline ownership level is a number of shares of Common Stock having a value equal to a multiple of the annual base salary for each Named Executive. The Chief Executive’s guideline ownership level is five times salary while the remaining Named Executives’ guideline ownership level is three times salary.

The guidelines also include an expectation that the Named Executives will hold 50% of their net after-tax profit shares after vesting or option exercise if the applicable guideline ownership level has not yet been met. The Named

32

Executives are limited in their ability to sell shares under long‑term incentive awards until their applicable guideline ownership level is reached. Each Named Executive met the ownership guidelines at December 31, 2019. The holdings of the Named Executives are summarized in the table entitled “Security Ownership of Certain Beneficial Owners” below. 

Policies Against Hedging and Pledging of Company Stock

Pursuant to the Company's Code of Ethics, in order to avoid the appearance that any Company employee is trading on inside information, Company officers and directors are prohibited from engaging in speculative trading such as short sales or trading in puts, calls, or other options on our stock or the stock of our affiliates, and are likewise prohibited from purchasing or using, directly or indirectly, financial instruments that are designed to hedge or offset any decrease in the market value of our securities.

In addition, the Company's insider trading policy expressly prohibits all directors, officers and employees from purchasing or using, directly or indirectly, financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities. Pledging the Company’s securities as collateral to secure loans is also prohibited.

Deductibility of Executive Compensation

Section 162(m) of the Code imposes a $1 million annual limit on the amount that a publicly traded company may deduct for compensation paid to the company’s principal executive officer during a tax year or to any of the company’s three other most highly compensated executive officers who are still employed at the end of the tax year (other than the Company’s principal financial officer). Prior to 2018, the limit did not apply to compensation that met the requirements of Section 162(m) of the Code for “qualified performance‑based compensation” (i.e., compensation paid only if the executive meets pre‑established, objective goals based upon performance criteria approved by the Company’s shareholders). The Tax Cuts and Jobs Act of 2017 eliminated the “qualified performance-based compensation” exception to Section 162(m) of the Code and expanded the limitation on deductibility to generally include all named executive officers. The Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code, and has reserved, and continues to reserve, the right to approve compensation that may not be deductible under Code Section 162(m) in order to ensure competitive levels of total compensation for the Company’s executive officers.

Effect of Compensation on Risk

The Compensation Committee believes the Company’s compensation policies and practices are designed to create appropriate and meaningful incentives for the Company’s employees without encouraging excessive or inappropriate risk taking. Among other factors, the Compensation Committee considered the following:

·

The Company’s compensation policies and practices are designed to include a significant level of long‑term compensation, which discourages short‑term risk taking;

·

The base salaries and target cash incentive opportunities the Company provides to its employees are generally consistent with salaries paid for comparable positions in the Company’s industry, and provide the Company’s employees with steady income while reducing the incentive for employees to take risks in pursuit of short‑term benefits;

·

The Company’s cash incentive and performance equity incentive compensation is capped at levels established by the Compensation Committee, consistent with peer data, and at which the Compensation Committee believes reduces the incentive for excessive risk‑taking;

33

·

The Company has established internal controls and adopted codes of ethics and business conduct, which are designed to reinforce the balanced compensation objectives established by the Compensation Committee; and

·

The Company has adopted equity ownership guidelines for its executive officers, which the Compensation Committee believes discourages excessive risk‑taking.

·

There is a policy against hedging stock and against pledging stock or using it as collateral.

Based on the review outlined above, the Company has concluded that the risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

34

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the foregoing compensation discussion and analysis and discussed with the Company’s management the information set forth herein. Based on such review and discussions with management, the Compensation Committee recommended to the Board that the foregoing compensation discussion and analysis be included in this proxy statement.

The Compensation Committee

Keith E. Smith, Chair

Henry J. Eyring

Meredith S. Madden

Ronald J. Mittelstaedt

Steven F. Udvar‑Hazy

 

 

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material,” to be “filed” with the Securities and Exchange Commission or be subject to Regulation 14A or Regulation 14C or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing of SkyWest, Inc., except to the extent that SkyWest, Inc. specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

35

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the Named Executives for the years indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Awards

 

 

 

Non-Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted

 

Performance

 

Option

 

Incentive Plan

 

All Other

 

 

 

 

 

 

 

 

Salary

 

Bonus

 

Stock Units

 

Shares

 

Awards

 

 Compensation 

 

 Compensation 

 

Total

 

Name and Principal Position

  

Year

  

($)

  

($)(1)

  

($)(2)

  

($)(2)

  

($)(2)

  

($)(3)

  

($)

 

($)

 

Russell A. Childs

 

2019

 

$

500,000

 

$

 —

 

$

880,000

 

$

1,320,000

 

$

 

$

660,000

 

$

251,011

(4)

$

3,611,011

 

CEO & President

 

2018

 

$

460,000

 

$

 —

 

$

680,000

 

$

1,020,000

 

$

 

$

940,728

 

$

243,052

 

$

3,343,780

 

 

 

2017

 

$

420,000

 

$

 —

 

$

520,000

 

$

780,000

 

$

 

$

924,000

 

$

213,395

 

$

2,857,395

 

Robert J. Simmons

 

2019

 

$

345,000

 

$

 —

 

$

310,000

 

$

465,000

 

$

 

$

331,200

 

$

158,784

(5)

$

1,609,984

 

Chief Financial Officer

 

2018

 

$

335,000

 

$

 —

 

$

290,000

 

$

435,000

 

$

 

$

498,251

 

$

160,115

 

$

1,718,366

 

 

 

2017

 

$

325,000

 

$

 —

 

$

260,000

 

$

390,000

 

$

 

$

520,000

 

$

147,148

 

$

1,642,148

 

Wade J. Steel

 

2019

 

$

335,000

 

$

 —

 

$

310,000

 

$

465,000

 

$

 

$

321,600

 

$

151,108

(6)

$

1,582,708

 

Chief Commercial Officer

 

2018

 

$

315,000

 

$

 —

 

$

270,000

 

$

405,000

 

$

 

$

468,505

 

$

151,679

 

$

1,610,184

 

 

 

2017

 

$

300,000

 

$

 —

 

$

240,000

 

$

360,000

 

$

 

$

480,000

 

$

134,287

 

$

1,514,287

 

Michael B. Thompson

 

2019

 

$

250,000

 

$

 —

 

$

260,000

 

$

390,000

 

$

 

$

160,000

 

$

127,229

(7)

$

1,187,229

 

Chief Operating Officer

 

2018

 

$

245,000

 

$

 —

 

$

240,000

 

$

360,000

 

$

 

$

368,480

 

$

125,274

 

$

1,338,754

 

 —SkyWest Airlines

 

2017

 

$

235,000

 

$

 —

 

$

180,000

 

$

270,000

 

$

 

$

376,000

 

$

106,010

 

$

1,167,010

 

Terry M. Vais

 

2019

 

$

30,237

 

$

 —

 

$

 

$

 

$

 

$

 

$

1,050,728

(8)

$

1,080,965

 

Former,  Chief Operating

 

2018

 

$

265,000

 

$

 —

 

$

232,000

 

$

348,000

 

$

 

$

287,260

 

$

90,519

 

$

1,222,779

 

   Officer —ExpressJet

 

2017

 

$

250,000

 

$

 —

 

$

180,000

 

$

270,000

 

$

 

$

200,000

 

$

110,436

 

$

1,010,436

 

Eric J. Woodward

 

2019

 

$

211,000

 

$

 —

 

$

99,200

 

$

148,800

 

$

 —

 

$

151,920

 

$

84,317

(9)

$

695,237

 

   Chief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

No discretionary annual performance bonuses were awarded to the Named Executives in 2017, 2018 or 2019.

(2)

These columns show the grant date fair value of stock awards granted during the applicable fiscal year as computed under ASC Topic 718 (excluding estimates for forfeitures in case of awards with service-based vesting). With respect to the performance share awards, the grant date fair value is reported based on the probable outcome of the performance conditions as of the grant date. The maximum potential value of the 2019 performance share awards, assuming the highest level of performance achievement, is as follows: Mr. Childs, $1,560,000 (2017), $2,040,000 (2018), $2,640,000 (2019); Mr. Simmons, $780,000 (2017), $870,000 (2018), $930,000 (2019); Mr. Steel, $720,000 (2017), $810,000 (2018), $930,000 (2019); Mr. Thompson, $540,000 (2017), $720,000 (2018), $780,000 (2019); Mr. Vais, $540,000 (2017); and Mr. Woodward $297,600 (2019). These amounts do not reflect the extent to which the Named Executive realized or will realize an actual financial benefit from the awards. Assumptions and methodologies used in the calculation of these amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31, 2019, which are included in the Company’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission.

(3)

The amounts in this column reflect the annual performance cash incentive amounts earned in the year indicated based on performance in that year and paid in the subsequent year. As described in the section entitled “Compensation Discussion and Analysis” above, annual performance cash incentives payable to the Named Executives are calculated based upon the financial and operational performance of the Company or its subsidiaries. The threshold, target and maximum amount of each Executive’s annual performance cash incentive opportunity for 2019 is reported in the “Grants of Plan‑Based Awards for 2019” table below.

(4)

All other compensation for Mr. Childs for 2019 included $218,047 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2019. The remaining other compensation relates to

36

employer‑paid health insurance premiums, a personal vehicle lease, personal use of the Company’s recreational equipment, and discretionary matching contributions under the SkyWest 401(k) Plan.

(5)

All other compensation for Mr. Simmons for 2019 included $127,107 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2019. The remaining other compensation relates to employer‑paid health insurance premiums, a personal vehicle lease, personal use of the Company’s recreational equipment, and discretionary matching contributions under the SkyWest 401(k) Plan.

(6)

All other compensation for Mr. Steel for 2019 included $122,455 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2019. The remaining other compensation relates to employer‑paid health insurance premiums, a personal vehicle lease, personal use of the Company’s recreational equipment, and discretionary matching contributions under the SkyWest 401(k) Plan.

(7)

All other compensation for Mr. Thompson for 2019 included $95,575 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2019. The remaining other compensation relates to employer‑paid health insurance premiums, a personal vehicle lease, personal use of the Company’s recreational equipment, and discretionary matching contributions under the SkyWest 401(k) Plan.

(8)

All other compensation for Mr. Vais includes $1.0 million in severance paid to Mr. Vais during 2019 in connection with his separation from the Company pursuant to his severance and release agreement, as further described below,  $4,751 in employer credits under the ExpressJet Deferred Compensation Plan attributable to compensation earned for 2019 and $20,384 relating to the payout of accrued vacation time. The remaining other compensation relates to employer‑paid health insurance premiums and a personal vehicle lease prior to his separation from the Company.

(9)

All other compensation for Mr. Woodward for 2019 included $67,664 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2019. The remaining other compensation relates to employer‑paid health insurance premiums, personal use of the Company’s recreational equipment, and discretionary matching contributions under the SkyWest 401(k) Plan.

Grants of Plan‑Based Awards For 2019

The following table provides information about non‑equity based and equity‑based plan awards granted to the Named Executives for the year ended December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Possible Payouts Under

 

Estimated Possible Payouts Under

 

All Other Stock Awards

 

All Other Stock Awards

 

 

 

Grant Date

Fair Value

 

 

 

 

Non-Equity Incentive Plan Awards

 

Equity Incentive Plan Awards

 

Number of

 

Number of

 

Exercise Price of

 

of Stock

 

 

 

 

Threshold

 

Target

 

Maximum

 

Threshold

 

Target

 

Maximum

 

Units

 

Options

 

Option Awards

 

and Option

Name

 

Grant Date

 

($)(1)

 

($)(1)

 

($)(1)

 

(#)

 

(#)

 

(#)

 

(#)

 

(#)

 

($/Share)

 

Awards($)(4)

Russell A. Childs

 

 

 

$

275,000 

 

$

550,000 

 

$

1,100,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

550,000 

 

 

5-Feb-2019(2)

 

 

 

 

 

 

 

 

 

 

13,623

 

27,245 

 

54,490 

 

 

 

 

 

 

 

$

1,320,000 

 

 

5-Feb-2019(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,163 

 

 

 

 

 

$

880,000 

Robert J. Simmons

 

 

 

$

138,000 

 

$

276,000 

 

$

552,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

276,000 

 

 

5-Feb-2019(2)

 

 

 

 

 

 

 

 

 

 

4,799

 

9,598 

 

19,196 

 

 

 

 

 

 

 

$

465,000 

 

 

5-Feb-2019(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,398 

 

 

 

 

 

$

310,000 

Wade J. Steel

 

 

 

$

134,000 

 

$

268,000 

 

$

536,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

268,000 

 

 

5-Feb-2019(2)

 

 

 

 

 

 

 

 

 

 

4,799

 

9,598 

 

19,196 

 

 

 

 

 

 

 

$

465,000 

 

 

5-Feb-2019(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,398 

 

 

 

 

 

$

310,000 

Michael B. Thompson

 

 

 

$

100,000 

 

$

200,000 

 

$

400,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

200,000 

 

 

5-Feb-2019(2)

 

 

 

 

 

 

 

 

 

 

4,025

 

8,050 

 

16,100 

 

 

 

 

 

 

 

$

390,000 

 

 

5-Feb-2019(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,366 

 

 

 

 

 

$

260,000 

Eric J. Woodward

 

 

 

$

63,300 

 

$

126,600 

 

$

253,200 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

126,600 

 

 

5-Feb-2019(2)

 

 

 

 

 

 

 

 

 

 

1,536

 

3,071 

 

6,142 

 

 

 

 

 

 

 

$

148,800 

 

 

5-Feb-2019(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,047 

 

 

 

 

 

$

99,200 


(1)

The amounts in these columns reflect the threshold, target and maximum amount of each Named Executive’s annual cash incentive opportunity for 2019. As described in the section entitled “Compensation Discussion and Analysis”

37

above, annual cash incentives payable to the Named Executives are calculated based upon the financial and operational performance of the Company or its subsidiaries.

(2)

Represents the 2019-2021 PSU Awards granted in 2019 which will be eligible to vest based on corporate performance during the three-year performance period ending December 31, 2021. The Compensation Committee determined that the corporate objectives for purposes of such awards would be EBITDA per share, return on invested capital and controllable completion actually attained over the three-year performance period. Until the vesting date, the shares underlying the performance shares are not issued and outstanding. Accordingly, the Named Executive is not entitled to vote or receive dividends on the shares underlying his performance shares unless and until those performance shares vest. For the 2019-2021 PSU Awards, the Compensation Committee established threshold, target and maximum performance levels for each of the three corporate performance objectives, with the actual number of performance shares that will vest to be adjusted in proportion to the extent to which the combined actual results varied from the target levels of performance. The performance shares are allocated 40% to the cumulative three-year EBITDA per share, 40% to the three-year adjusted average return on invested capital and 20% the three-year average controllable completion in determining the actual awarded performance shares payable in our common stock. Specifically, a number of performance shares attributable to each objective according to the weightings assigned by the Compensation Committee will be earned ranging from 50% (for threshold performance) to 100% (for target performance) to 200% (for maximum performance), with performance in between such levels determined by linear interpolation. If performance is below the threshold level for one or more of the objectives, no performance shares will be earned with respect to such objective(s).

(3)

Represents restricted stock unit awards that entitle the Named Executive to receive a designated number of shares of our common stock upon completion of a three‑year vesting period, measured from the date of grant, the restricted stock units will be eligible to vest on the third anniversary of the grant date, subject to the Named Executive’s continued employment through such date.

(4)

This column shows the grant date fair value of the stock awards granted as computed under ASC Topic 718 (excluding estimates for forfeitures in case of awards with service-based vesting). With respect to the performance share awards, the grant date fair value is reported based on the probable outcome of the performance conditions as of the grant date. These amounts do not reflect the extent to which the Named Executive realized or will realize an actual financial benefit from the awards. Assumptions and methodologies used in the calculation of these amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31, 2019 which are included in the Company’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission.

38

Outstanding Equity Awards at Year‑End

The following table provides information on the holdings of stock options and other stock awards (restricted stock units and performance shares) by the Named Executives as of December 31, 2019.

 

 

Option Awards

 

Stock Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Incentive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Incentive

 

Plan Awards:

 

 

Number of

 

Number of

 

 

 

 

 

Number of

 

Market Value

 

Plan Awards:

 

Market or

 

 

Securities Underlying Unexercised

 

Securities Underlying Unexercised

 

Option

 

Option

 

Shares or Units of Stock

 

of Shares

or Units

of Stock

 

Number of Shares, Units or Other Rights

 

Payout Value of Shares, Units or Other Rights

 

 

Options

 

Options

 

Exercise   

 

Expiration

 

That Have

 

That Have

 

That Have

 

That Have

Name

    

Exercisable (#)

    

Unexercisable (#)

    

Price ($)

    

Date(1)

   

Not Vested (#)

    

Not Vested(8)($)

 

Not Vested (#)

 

Not Vested(8)($)

Russell A. Childs

 

41,020

 

 

  

$

14.78

 

10-Feb-23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,521

(2)

$

938,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43,564

(3)

$

2,815,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,734

(4)

$

822,998

 

19,101

(5)

$

1,234,498

 

 

 

 

 

 

 

 

 

 

 

18,163

(6)

$

1,173,875

 

27,245

(7)

$

1,760,844

Robert J. Simmons

 

7,783

 

 

  

$

14.78

 

10-Feb-23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,261

(2)

$

469,278

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,782

(3)

$

1,407,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,431

(4)

$

351,006

 

8,146

(5)

$

526,476

 

 

 

 

 

 

 

 

 

 

 

6,398

(6)

$

413,503

 

9,598

(7)

$

620,319

Wade J. Steel

 

 

 

 

 

 

 

 

 

 

6,702

(2)

$

433,150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,106

(3)

$

1,299,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,056

(4)

$

326,769

 

7,584

(5)

$

490,154

 

 

 

 

 

 

 

 

 

 

 

6,398

(6)

$

413,503

 

9,598

(7)

$

620,319

Michael B.

 

 

 

 

 

 

 

 

 

 

5,027

(2)